Long Live Carnage
by Tahitiseabreeze
Summary: Adopted from OfficialUSMWriter for a story. An alternate ending of "Symbiote Saga Part 3". The Carnage Queen awakens the evil inside Spider-Man! How will his team, family, and friends cooperate when their leader is in trouble? I do not own Ultimate Spider-Man, Marvel does.
1. Chapter 1

**Hey readers, this is a new story that I adopted from OfficialUSMWriter (Who is AMAZING). This is based off of her chapter which is an alternate ending to "Symbiote Saga Part 3". Please don't hate, I will try my best to live up to OfficialUSMWriter. Enjoy!**

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"Mary Jane, we came to get you out." Spider-Man called, stepping past Iron Patriot and Agent Venom to address the voice of said girl. He saw a shadow cast on the wall in front of him, though it was blocked by thick and hardened columns of carnage gunk, each one falling horizontally on top one another, obscuring the view. "You're friends are really worried about you." he added.

The shadow on the wall grew as the figure it belonged to drew closer. Though, there was something weird about the way it was shaped; it looked...sharper than a normal shadow, if that made any sense.

Agent Venom and Iron Patriot moved to stand next to him, though Spider-Man wasn't sure if it was because they noticed the odd shape or if they were offering support. Might've been both. "We need to get you out of here, the carnages are taking contr-" Iron Patriot started to say, before he stopped as the figure stepped out from the shadows and in front of them.

It definitely wasn't the Mary Jane they had expected. Instead, it was a black and red creature with its legs split into several bug-like barbs, it had long slender arms with fingers that were sharpened to a point, and a black, crown-like thing on its head. Its white eyes were relaxed, but sharp with curiosity.

"Not anymore." she answered Iron Patriot smoothly. "The Carnage Queen iss in complete control. Carnage iss order." her lips pulled into a pointed smile and her eyes narrowed with excitement with her statement, as she observed her guests.

"Uh-oh." Agent Venom said, his eyes widened as he took in the symbiotic-Mary Jane Watson.

Spider-Man couldn't believe it. Great, just great. Fantastic! There goes another one of his friends, drawn into a fight that he started; that he had been involved in. Flash, Harry, Miles, even Aunt May - a few of the victims he ended up endangering.

And now, MJ was a weird, carnage gooped something. Yep, it was official. Being friends with him was one of the most dangerous things people could do.

MJ - er, the Carnage Queen tilted her head to the side curiously as he looked over her quests. "Are you the onesss angering my petsss?" She hissed.

"Mary Jane," Spider-Man tried, moving a cautious step closer. "I know you're in there." he moved so he was standing in front of her. "You've got to fight this. Flash was able to conquer his symbiote, you can too."

Mary Jane - Carnage Queen - whoever she was, her face contorted into confusion as she listened to his words. For a moment, Spider-Man thought she understood. But then her lips pulled back into a curled frown and she glared as a growl hissed from her throat and she recoiled as if disgusted.

"I am not just another symbiote." she snapped, leaning forward with her fist raised, as if ready to punch him. Instead, her fist flung out, stretching in a way that could only be achieved by a symbiote (or Mr. Fantastic) and grabbed Agent Venom around his torso. She slammed him into a goop covered locker across the room, moving faster than his two colleagues could comprehend. .

The hand dug itself into Flash's symbiote, the claws digging in deep. The teen beneath screamed in pain as the Carnage Queen began to strip his venom-symbiote from him. Spider-Man quickly shot a web at the former-MJ's hand and yanked it away from Agent Venom, halting the painful process.

Carnage Queen growled cruelly, but in an amused way. She withdrew her arm as it slithered back to its rightful length by her side.

But a sudden jolt from the vent above her grabbed all of their attention, and she looked up right as the bat-mutated Michael Morbius kicked his way out of the vent and landed smoothly behind her.

"There you are." his gravelly voice spoke happily. "My masterpiece! Do you recognize me?" he stepped closer to the Carnage Queen with his arms spread wide and a proud gleam in his eyes.. "I am your creator, Dr. Michael Morbius. Your host body had contact with Venom, Anti-Venom and Carnage, making you the perfect vessel for the Queen. "

The Carnage Queen watched him in puzzlement, her lips were pinched in confusion as she regarded him and his words disbelieving. As he finished speaking, she sneered at him and growled while gesturing to herself, "I am not a creation. I am a creator!" she whirled around and raised her voice. "Attack all the intruders!" she commanded, one clawed hand sweeping over Spider-Man, Iron Patriot, and Agent Venom in a steady gesture.

The translucent bubbles on the walls burst as both slime and giant, bug-looking carnage creatures slithered from the thin, protective layer. A buzzing filled the air as dozens of carnage-creatures took to the air.

"All the intruders?" Spider-Man asked, before pointing an accusatory finger at Morbius. "You should know we're not with that guy."

Carnage Queen merely smiled as her hand shifted into the sharpened form of an axe, Morbius stood behind her, looking satisfied and victorious. "No one will survive my wrath!" she promised. The carnage-creatures hummed to her command and surged forward.

Being closest, Spider-Man back-flipped away as several of the creatures snapped at him. Agent Venom dodged a swarm of them, as Iron Patriot raised his hands and aimed his pulsors at his attackers.

"I'm not sure how to tell her," Iron Patriot admitted, shooting down several of the creatures. "But I'm not really into Mary Jane's new look."

Nearby, Agent Venom barely leaned out of the way as one of the oversized bugs zoomed past, centimeters from his chest. But the bug spun back and the two danced around each other, before he found an opening and punched it away. "I kind of like it." he said.

"Huh?" Spider-Man and Iron Patriot chorused, looking at the other teen in disbelief.

"What?" Agent Venom demanded. "I don't want her to be the Carnage Queen, it's just a cool look. Jeez, I like what I like." he web punched another bug.

Spider-Man slammed one of the creatures into the ground, watching as it skittered across the floor. "Look, we all know Mary Jane has a will of iron. If we can somehow reach her inside the Carnage Queen, we have a chance." he assured his two comrades.

"If's?" Morbius scoffed. "Relying on if's Spider-Man? That is why you fail, where I succeed." he lifted up his wrist, to a gauntlet hooked there, and retrieved a thin disk. He held it up with a crazy grin. Carnage Queen watched from a few paces away. She glared and attacked him with a swipe from the axe-that-used-to-be-her-hand.

Morbius avoided the swing, and jumped into the air. Before Carnage Queen could attack him again though, Spider-Man shot a web at her turned back and pulled her toward him. With a cry of surprise, she was lurched back and landed a yard or so from the arachnid-hero. "Come on MJ," Spider-Man begged, almost desperately. "You can fight this! I know you can!"

The Carnage Queen growled in anger and sliced at him with the razor edge of her weapon. "I am ONLY the Carnage Queen!"

"Yeah, I've heard that before." Spider-Man replied, dodging each of the swipes, causing the symbiotized version of his childhood friend to turn angrier and angrier with every miss. He did a good job of avoiding getting hit, until the Carnage Queen roared in fury and lashed out with her arms.

"Whoa! Whoa! Hey!" Spider-Man yelped, twisting and moving to avoid the tendrils that cracked crazily, much like a whip. But, as good as he was doing, he was (unavoidably) struck violently in the side and sent careening back and into the wall. He groaned throatily as pushed himself up with his arms.

Above him, Carnage Queen hissed victoriously and curled her arm around Spider-Man till he was efficiently bound and held him high up in the air. Her other hand morphed into a double-edged axe as she lifted it up, poised and ready to kill.

"Whoa! Wait! MJ!" Spider-Man shouted, wriggling frantically to try and squirm out of his bonds, but unable to. The Carnage Queen smiled widely, showing her fanged teeth as she edged the axe closer. Iron Patriot and Agent Venom shouted as they tried to rush to their friends aid, but were intercepted by dozens of more carnage-bugs.

The axe went up, hovered there for a few seconds, before sailing in a fast arc toward him; aiming straight for his head. With his heart jumping in his throat and fear pulsing in every nerve, Spider-Man cringed away; squeezing his eyes shut as he waited for the blow to connect.

But it never came.

Squinting through a slit in one of his eyes, Spider-Man looked down at Carnage Queen. Her axe was centimeters from his face, but it remained frozen there as she looked up at him in skeptical confusion. Spider-Man glanced around nervously, but was afraid of saying something that would snap her out of her peaceful state. He wasn't an exact fan of quickening his execution.

"You…" Carnage Queen started softly. "You...are like Carnage."

Spider-Man stilled for several seconds, but was still uncertain of what to say. The Carnage Queen looked side to side at him, as if observing him from every possible angle. She pulled him closer, looking Spider-Man over from close up.

"Uh…" Spider-Man looked at her in confusion. "Umm...something wrong Queenie?"

"Dormant." she stated, causing him to blanch.

"What?"

"The Carnage insside, iss dormant." she whispered gently, her eyes looked sad and concerned. "Concealed and resstrained."

Spider-Man saw something creep up behind the Carnage Queen. Michael Morbius stalked forward quietly, the disk from earlier pinched carefully in his fingers. "Uh, Ms. Symbiote Princess," he warned.

But she was still staring at him like he was some kind of kicked puppy. "Musst draw it out." she mumbled quietly. Morbius got closer.

"Queenie, behind you."

"You will be free." Carnage Queen placed her hand on Spider-Man's shoulder, soft as a kitten, but the boy was too focused on the threat from behind to worry about what she was doing.

"Behind you!"

The Carnage Queen quickly shot a needle-like projectile from her hand and into her captives shoulder, before whirling around twice as fast and striking at Morbius just in time to stop him from attacking her vulnerable back. Spider-Man tumbled to the ground once her arms loosened around him, and slumped onto the floor clutching his shoulder. He groaned, seeing the projectile curling itself in his skin like a fish hook. It remained like that for a second or two, before it softened and disappeared beneath his skin. Not too soon after, a light burning sensation ignited in the area the projectile had gone.

Iron Patriot and Agent Venom came running to his side a minute later. The two comrades stuttered to a stop, sliding on their knees as they pestered him worriedly. "Bro, you okay? What'd she do to you?"

"Peter, are you hurt? Do you need help?"

"What was that all about?"

"Do you need to go to a hospital?"

Spider-Man shook his head at their questions, brushing them all aside except one, "You can't call me by my name Iron Patriot; its called a secret identity for a reason." he scolded lightly, but didn't have that much heart in it.

The two boys helped Spider-Man to his feet. Spidey rolled his shoulder, wincing as the burning sensation grew. "I don't know what she did." he confessed. "I heard her muttering, but I was too focused on one slimey Bat-Morbius to pay attention. Sorry. Something about being 'dormant', I think. I don't know." he shrugged.

Speaking of which, Morbius and Carnage Queen were locked in intense combat at the other end of the room. One of the symbiote queens arms was still an axe, but the other resembled a long tendril that was thick at the base of her arm and thinned into a tip along the length. The tendril flicked and flipped around like a whip; cracking loudly around Morbius bat ears, occasionally earning a flinch from the man. That disk was still held in his fingers. Whatever it was, it couldn't be good.

"Come on, we can't let him hurt MJ." Spider-Man told his two companions, jerking a head to the fight. "I don't trust Morbius as far as I could throw the Hulk." the other two hesitated, still harboring worry in their body language. "I'm fine." Spidey assured them again, ignoring the burning in his arm. "Come on, MJ is the one that matters right now, and I will not-"

He was interrupted by a buzzing, the three heroes looked around to see a growing swarm of goop-bugs surrounding them. "Okay, slightly bump in those plans." He admitted, slowly edging away from one of the sharp pincers. They snapped and surged forward, quickly engaging with the three heroes.

From across the room, Carnage Queen and Morbius were locked in a brawl. "Come on my creation, you must remember me." Morbius insisted, ducking away from the swing of an axe. "I created you, I gave you life! Obey me!"

Carnage Queen snarled at him, frustration becoming an evident in her attitude. "I am no one's creation! The Carnage Queen will rule all!" she swung down at him again and again, attacking him from all sides. Morbius scarcely avoided the onslaught, barely missing the axe edge by an inch. He backed away with a growl of annoyance; this fight was pointless and time-consuming. If only he could get in close enough...

Carnage Queen lunged at him as he thought, effectively tackling him while thrusting her weaponized arm to his throat. Morbius hand shot up and caught her wrist, stopping the razor edge a mere few centimeters from his exposed neck. He grunted from exertion as she weighed down at him, eating up the little space remaining from an imminent death.

Teeth bared with delight, Carnage Queen growled happily as the edge drew closer and closer. Just a centimeter to go; so close. But, from across the room, she heard a cry of pain that immediately drew her attention. Spider-Man was hunched over on the ground, clutching his shoulder tersely with a loud shout of agony. His arm felt like it was set on fire, or soaked in acid - his very veins felt ready to pop. In his state, he couldn't stop a barrage of goopy-bugs from swarming over him.

Iron Patriot and Agent Venom yelled for their comrade, and struggled to go to his aid. But, with their own carnage-minions to fight, they could barely manage a few steps toward his direction. Carnage Queen growled again, this time in anger, at her subjects.

"Leave him!" she ordered loudly, sweeping her hands toward the huddle mess of bugs. Sensing their queens wrath, the goop-bugs immediately responded to her demand and left their prey, leaving Spider-Man shivering on the ground with nothing but a few scratches to show.

The teen tried to rise, but only managed to uncoil a tad before his body was seized by a tremor of agony and he curled tighter in on himself. "AGHHH!" he shouted, clutching his shoulder harder.

Despite the cries of pain, Carnage Queen nodded in satisfaction. Sensing a distraction, Morbius quickly pushed the axe away and kicked her in the mid-section to send her falling away. He rolled away from her, landing on his feet and retrieving the disk he had dropped when preventing her from beheading him.

"It does not have to be this way, my Queen." he said, as the two circled each other.

"I will not be your subject!" she shouted at him.

Meanwhile, Agent Venom roared in anger and swept the mass of bugs surrounding him away, and hurdled toward Spider-Man. "Spidey! Spidey!" he shouted, coming to a stop next to him. "Come on bro, say something."

"Gah!" came his gurgled reply.

Iron Patriot came skidding to a stop next to them a minute later, shooting away oncoming goop-bugs as Agent Venom tried to help their friend.

"What's wrong with him?" Iron Patriot asked, shooting his repulsor as a bug just above the other teens head.

"I don't know!" Agent Venom snapped, "He's just - he's just...in pain! What did MJ do to him?!"

"That's not Mary Jane." Iron Patriot retorted grittly. "She would never do this to Pe - er, Spider-Man."

Agent Venom nodded in agreement, looking a little shamefaced. "Yeah, you're right. S-sorry. I just…" he rubbed his hands jerkily. "I hate not knowing what to do."

Whatever Iron Patriot wanted to say was interrupted, as Morbius suddenly came careening into them, sending all of them into a dog-pile on the floor. Carnage Queen came sauntering over to them, stopping in front of Spider-Man, who was shivering on the floor. She crouched next to him. "Easssy," she cooed. "You'll be one with usss ssssoon." one of her claw fingers brushed imaginary hair from his masked eyes. "The processss is almossst complete, my pet. Jussst a little longer."

"Get away from him!" Agent Venom roared, throwing Morbius off him and lunging at the Carnage Queen. She sidestepped him, and hit his unprotected back. The teen flew forward with a loud "oomph!"

"MJ, come on!" Iron Patriot shouted, getting to his feet. "This isn't you. We're here to help. Please!"

"We are the Carnage Queen." she hissed. "Nothing more." she swept a tendril at him.

Iron Patriot blasted it away and flew forward. "No, you are so much more!" he objected, kicking Carnage Queen away from Spider-Man and standing over him protectively. "You are Mary Jane Watson! A fierce, independent red-head who takes crap from nobody and rules her own life. You want to be a report, you want to work for the Bugle. Come on MJ, I know you can hear me! Fight it!"

Carnage Queen roared and lunged at him "WE ARE CARNAGE QUEEN!" She tackled him and they went sprawling onto the ground, sending Morbius (who had just got back to his feet) to the floor again.

"Mary Jane - " he started, but was interrupted as Spider-Man's cries increased in volume. Iron Patriot's grip on his adversary lessened a little, whereas Carnage Queen grinned sharply. "Almossst there." she whispered.

Spider-Man's body was being encased with a black goop that look startling similar to venom (the bad venom). It covered him as his back arched from unseen agony. A small moment later, thick splotchy, vein-like bursts of red appeared on the smooth black of the goop, exploding over it like a growing vine. Spider-Man's screams turned into loud, crazy, shrill shrieks as a pair of white eyes appeared on the mesh of red and black. A slit appeared just beneath the narrowed eyes, opening wider and wider to reveal razor teeth and a long, serpentine tongue that slithered in the air like a snake. Claws grew from fingertips and dug into the ground, ripping chunks from the floor.

With the shrieks never ceasing, this new creature lurched up with a nervous energy and jumped onto the wall rapidly. It looked down at the other people in the room and howled at them in anger. Its claws grew longer and it leapt from the wall, slicing a mass of bugs in half, slashing at the walls and ground, before hurtling toward them.

Agent Venom yelped and blocked a punch aimed for his head, but was then kicked in the stomach as soon as his hands were up. Before he could hit the ground though, a red and black tendril curled around his waist and hurled him into the ceiling, before pummeling him into the ground.

Never stopping, the creature jumped over the fallen teen and toward Iron Patriot, Morbius, and Carnage Queen. Watching how effortlessly it took down Agent Venom, Iron Patriot and Morbius took a nervous step back.

Carnage Queen, on the other hand, stepped forward, smiling at her creation. She reached out a hand to him, "Calm, my pet." she soothed. "Welcome back." the creature hissed and crouched in front of her, looking on the verge of attacking. It shifted on its feet, dancing around her, all while looking around wildly.

But it didn't attack, it hesitated, scuttling around this new factor uneasily; the shrieks emanated from it never stopped.

"You are confusssed, uncertain, and angry." she whispered. Carnage Queen moved closer, "But you are not alone. Come before the Carnage Queen, be one with ussss."

The creature growled and swiped harshly at her; Carnage Queen withdrew her hand with a chuckle. "You will do nicely" she nodded. "But, you must understand who the ruler is." she spread her arms out wide, lengthening them until they hit the walls and planted themselves into it. The cavern suddenly shook, rumbling with unseen power and Carnage Queen growled in pleasure when the walls responded to her will. The goop layering everything bubbled and popped, minion bugs and creatures emerged from the walls and swarmed around her, filling the room with a loud, rumbling buzz.

The-once-Spider-Man-creature whirled around crazily, slashing mercilessly at any goop-creations that got too close. But didn't approach the queen. It regarded her skittishly, its hissed and trembled with anticipation and energy, but it remained where it was. Watching this powerful adversary who could shake the very walls and will subjects from it.

Carnage Queen withdrew her arms from her domain and the shaking stopped. Her minions remained as a protective, awaiting barrier behind her. "Join ussss." she said to the creature. "We are Carnage."

"Carnage…" the creature repeated in a shrill, raspy voice; rolling the name around experimentally. It seemed to grin. Slowly, the creature approached the queen, rising up till it was no longer crouched, and planted itself firmly by her side.

She hummed in satisfaction. Slowly, she circled the newest member to her rule. A claw dragged from its shoulder, across is back, and to the opposite shoulder. "Now," she hissed lowly, "protect your home. Kill the intruders. Serve your queen."

The creature - Carnage - grinned wider and turned to face Iron Patriot (who was supporting Agent Venom on his shoulder) and Morbius. "Yesss, my Queen." it hissed. It's claw grew longer and sharper, glinting in the little light in the room.

With no warning, it surged forward and rushed at them, bloodlust clear in its eyes and its order from its queen ringing true in its head.

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 **Prepare for the next chapter! Hope you guys like it!**


	2. Chapter 2

**Are you ready for Chapter Two of this new series! Hope you enjoy! Ultimate Spider-Man doesn't belong to me, original story belongs to OfficialUSMWriter.**

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The next moment went like a flash though Harry's mind as he saw his two best friends now trapped into two deadly symbiotes, maybe completely helpless. And here he is, Harry, not knowing what to do as Pet-, no, Carnage lunges at him ready to slay his enemies.

"HARRY!"

A shout shatters Harry's daze bringing him back into cruel reality to see Carnage slashing his suit. Surprisingly his claws starts to tear into his suit, creating sparks as electrical cord were cut from the sheer sharpness. Harry uses his repulsors to soar upwards to avoid the claws.

Carnage hisses beneath his breath, glancing quickly at the three intruders his queen order to exterminate. One is some sort of metal man, the other clearly weak is another symbiote black as night, and finally gray, rough-skinned man with a long black wings looking bat-like. Sensing his queen's emotions, she clearly loathes him as he keeps saying 'My creation', and if that angers his queen it fuels him to protect his leader and get rid of this nuisance.

"Spidey, bro. It's me Venom," Agent Venom leaning against the wall.

Carnage bares his teeth remembering what this symbiote is- _Venom._ Carnage screeches, lunging straight at the wounded agent extending a tendril. Agent Venom shuts his eyes waiting for the impact but it never came. Two inches from impaling his face is the black and red tendril shaking. Carnage's eyes slowly close, retreats its tendril and clutches its head, sheathing its claws. The symbiote grunts in pain, then its goop bubbles shifting like waves on a ocean. Iron Patriot flies over the struggling symbiote and seizes Agent Venom and flies back to the safe distance. The Carnage Queen gaping at the symbiote but also intrigued of what's happening.

"What is happening to him," Agent Venom dumbfounded.

"I-I-I don't know," Iron Patriot keeping his attention to the duo.

"They're fighting," Morbius grins, recovered from the earlier shrieking.

"What?" the two teenagers confused. The mask of Carnage retreats to its base around the shoulders revealing the mask of Spider-Man. It conveys that he was struggling, his eyes shut jaw clenched.

"If Spider-Man wins, the symbiote is destroyed. But if Carnage wins, Spider-Man is lost," Morbius folds his arms casually, waiting for the outcome.

Spider-Man's fists pull out of the goop then grabs the symbiote from his shoulders, dislocating the symbiote like a shirt. But a singeing pain flares through his back causing the hero to collapse on the floor his arms and legs splayed out.

"Come we have to help him," Iron Patriot sprints to his friend followed by Agent Venom.

Iron Patriot seizes a fist full of the red and black goop and pulls. Agent Venom, ignoring his injury, grabs some of the symbiote and yanks the symbiote. It was working! Slowly the duo removes the goop revealing the arms, legs, head, and almost the back of Spider-Man. Iron Patriot activates his feet repulsors but then a single thread of the goop is directly in the center of spider on the back of the costume. Spider-Man jerks then screams in pain as his back tugs with the strand. Iron Patriot frowns then pulls even more causing Spider-Man's cries increase in volume his body shivering in pain.

"STOP, you're making it worse," Agent Venom waves his hands over his head while standing at the head of Spider-Man. Iron Patriot releases grasp then retreats back to their previous places. The black and red symbiote recovers its territory of its hosts body, swarming back over the unconscious teenager. The creature rises back on its feet and faces at the intruders, regaining its control- for now.

"Now my petsss," she waves her hand over the direction of the intruders sending her drones.

Agent Venom is slammed against a wall of the hive with a minion bug snapping its jaws. Iron Patriot falls down as well holding the neck of a drone, preventing the jaws from making contact with his suit.

Carnage grins at the pitiful sight of the two helpless heroes. A buzzing feeling erupts in his brain signaling that his queen in trouble. Pivoting around, Carnage spots the bat-man sneaking behind his queen holding the same thin disk. Carnage hisses, sprints towards the Morbius to protect his leader.

Morbius holds out the disk in front of him ready to plant it on Carnage Queen's head and his other arm to pin her. Carnage Queen spins around to see her 'creator' reaching out to her head to place some sort of disk, but she's frozen in place her body unwilling to move.

A flash of red appears between, Morbius attaches the disk on the mysterious figure's chest. Carnage rolls to the side then his back bangs against a pillar. A bright yellow light courses through his body, shrieking at the pain.

"Heh, same results," Morbius flaps his wings, landing beside the downed, hunch figure of the symbiote. On his gauntlet, he presses a red rectangle.

The disk glows yellow on his chest, wrapping straps around his chest and to his back. "What is your bidding," Carnage rises, the white part of his eyes now the same hue of yellow.

"Subdue our tormentors and bring me the Carnage Queen," Morbius orders, folding his hands behind his back. Carnage extends his jaw shrieking with his tongue wiggling around. His claws grew longer and sharper, then he rushes forward aiming at the prime target; the Carnage Queen.

"Ssstop, obey your queen," Carnage Queen sidesteps, hitting the vulnerable back of the creature. Carnage slams against a wall.

"He doesn't belong to you, he belongs to me," Morbius raises his right hand showing the gauntlet. Carnage Queen scowls, she thrusts her left hand forward with more of her minions attacking, Morbius, Agent Venom, and Iron Patriot; especially to protect their queen from Carnage.

"Go get the control," Agent Venom grunts as he punches a minion bug. Iron Patriot uses his repulsors flying towards Morbius, then fires blasts of light scattering the minion bugs. Morbius lays on the floor with bunch of scratches littered across his body. Using this as an advantage, Iron Patriot slides the control off and attaches the band on his armor's arm.

"Hope your right about this Venom," Iron Patriot taps the buttons twice.

Carnage who was about to slice Carnage Queen's open chest pauses, turns around focusing his yellow pupils on Iron Patriot. "What is your bidding?"

"I command you to leave Pet-, er, Spider-Man's body," Iron Patriot exclaims pointing at the symbiote.

But all it did was chuckle, "I am Spider-Man!".

Morbius tackles the Iron Patriot grasping the control back, attaching back onto his gray wrist. "Bring me Carnage Queen."

Carnage lunges back to her, then slices the symbiote's face revealing Mary Jane Watson. The symbiote is starting to sizzle from the contact but some of it sinks through Carnage's claws into his body. Using his free hand, Carnage punches the Carnage Queen at her jaw. Carnage Queen slams against Iron Patriot, knocking both of them out. But as she was knocked out, the minion bugs pause then collapse on the floor motionless.

Agent Venom looks up to see Carnage grinning then thrusts his black tendrils grasping Agent Venom's arms and legs. Agent Venom opens his flaps on his shoulders shooting missiles at Carnage. The red and black symbiote releases the grip but hisses, glaring at the black symbiote.

"Come on Spidey, you can fight it," Agent Venom pleads for his friend to return. Carnage surged forward his claws extended out. Agent Venom takes a step back, and grabs the elbow of Carnage. "I don't want to hurt you," Agent Venom mutters.

"Too late for that," he responds with his shrilly voice experiencing speech.

Agent Venom screams in pain and backs away as his hand is punctured with something very sharp. Agent Venom looks up to see black needles but pretty big covered Carnage's body then sinks back into the symbiote. Agent Venom clenches his eyes shut, and looks down to see his hand vibrating. "What...is...this," Agent Venom passes out.

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 **Sorry if it seems too short. If you wonder when the next update is, check my profile.**

 **-Tahitiseabreeze**


	3. Chapter 3

**Hey peeps, a new chapter! Check out OfficialUSMWriter's stories especially Reticent Monsters; it's so amazing along with his/her other stories.**

 **Lord-of-Change: Thanks, I hope I'm doing good.**

 **Booping the snoot: Appreciate the support and the review!**

 **Leska: Agree, I just love Peter-Carnage!**

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A pounding of head, sore body; stiff muscles, but the worst of it was his palm. Agent Venom opens his eyes slowly, blinking a bright light over him; then he glances at his palm, mixed with the black symbiote was a single tendril of red extending across his palm horizontally. He looks around to see he was in a stasis pod sort of like with Scarlet's Spider Slayers; by his left was the Carnage Queen and Iron Patriot in the same case as well then all of them awaken confused as well. "Ahh looks like all of you have awaken. Good," Crossbones says to the trapped teens with his hands behind his back.

Agent Venom looks around, "Oh no, the Shield Base," Agent Venom recognizing the familiar room with a computer on the left.

"Under Midtown High," Crossbones steps to the side. Behind him was Carnage, still as a statue; his yellow eyes blank of any emotion and his body stiff as the chip on his chest forces him into the position.

"Spidey!" Iron Patriot bangs the pod with his fists. Carnage remains void of responding.

"Yes this was Spider-Man but now he's under the complete control of Hydra," Crossbones circles around Carnage then wraps an arm around his shoulder.

"Anyway, Morbius.." Crossbones turns to the bat-mutant as he unattached from the stiff symbiote. Morbius presses a button on his remote watch; the symbiote slips off of Peter's body as yellow electricity courses through the symbiote, causing it to sink into the chest-chip. Spider-Man collapses on the floor on his knees, his hands set on the ground as he inhales deep breathes away from the symbiote. Some Hydra guards attach handcuffs around Spider-Man's wrists; taking advantage of his paralyzed state.

"Huh, Crossbones," Spidey responds groggily, looking up in shock. Crossbones throws Spidey against the keyboard of the computer then slides Spidey's hand on a hand-lock screen; Spidey groans at the harsh treatment as his body still recuperating from the symbiote's harsh control. "Identified, Shield Student Instructor Spider-Man access granted," a computerized voice announces as the screen shows Spider-Man's info.

Hydra guards slam the arachnid against the wall, "No granting, computer shut down!" Spidey struggles underneath the grip but his body too weak.

"Give me some credit Spider-Man as if I wouldn't disable voice recognition," Morbius types on the computer then pauses at the layout of the Shield Triskelion. "Yes now everything's aligned. Hail Hydra!" Morbius says gloating at his success of the coordinates and the layout plan of Shield's base.

"Really Morbius, you can't find your way through the Triskelion. It's filled with traps not even that layout knows and don't forget my friends," Spider-Man gloating at the Hydra scientist. "Aww but we have an ace," Morbius points at the confused teenager, "You."

"What, no!" Sider-Man pushes the guards off, sending them flying across the rom with newfound strength.

The remaining set fire upon the arachnid-hero but his super reflexes allowed him to dodge. Spider-Man places his original crouch then crawls forward as he is on the ceiling; dodging the blasts. Spider-Man spots the controls of the stasis pods then aims his electric web shooters. Morbius grins jams his finger on a button; the symbiote tangles around Spider-Man's body but was too late. The web short-circuits the locks releasing Iron Patriot, Agent Venom, and Carnage Queen; all of them jump out attacking the Hydra soldiers.

"Go!" a pained shout as he symbiote envelops Peter transforming back into Carnage. Carnage jumps back to his place at the side of Morbius, under his perfect control. Iron Patriot blasts the ceiling creating a giant hole, then blasts out along with Agent Venom into the a classroom. Carnage Queen jumps but a familiar red and black tendril hooks around her foot, slams her against the ground creating a slight crater.

"You didn't think it would be that easy," Crossbones chuckles at the downed, former creation of theirs. "Do it Morbius."

Morbius presses another button but this time white and yellow electricity shocks the symbiote. Carnage grabs the Carnage Queen with his tendrils, the same position as she transformed Spider-Man to Carnage. The giant black needles shot out, embedded into Carnage Queen's body; the female cries out in pain, then the needles absorb the Carnage Queen's symbiote. Several seconds later Mary Jane Watson, completely free, drops on the floor barely gripping conscious but then opens her eyes to see the rest of symbiote sink into Carnage. Iron Patriot jumps back down lifting M.J. into his arms. The goo around the school, the bug minions, and anything in the city stop in their tracks then retreat into Midtown High. Every single drop being absorbed into Carnage's body; the city clean of the red and black goop. The people stunned as the attacks stop.

"Yes," Morbius giddily then punches another button. The red and black symbiote ripple at the addition then expands outwards revealing a struggling Spider-Man bound to the symbiote by the ankles and wrists.

"Help...me," Spidey gasps out then the red and black goop envelop him back into the symbiote.

With a triumphant, shrill, shriek Carnage has transformed. The same height and weight; black bracers on each arm from his fingertips to his elbow then a curved black needle extends outward, a black bump on his back, a utility belt attached on his waist of black, finally the chip moved up to his brow creating a small three-pointed crown. The Venom symbiote ripple slightly in fear of the red symbiote: more powerful than ever.

"May I present the new and improved Carnage," Morbius announces waving his hand in the direction of the new symbiote.

"Also Hydra's newest weapon," Crossbones stands by Carnage's side.

"Come on bro, we have to warn Shield," Agent Venom dashes out and into the hallways of Midtown High. Iron Patriot quickly follows, delicately holding onto his unconscious redheaded friend.

"Don't let them escape," Morbius points up to the hole then faces the new, improved symbiote.

"Asss you wisssh," Carnage hisses, bending his knees low then sprung high enough to clear the distance. Carnage's tongue sways back and forth in annoyance then his enhanced hearing picks up some doors being opened at the entrance of the school(from his other side's memory). He dashes to the left, his tongue and eyes working as one as he was sensing orange and red figures; body heat signatures. He sharply turns right spinning on his right heel to see his prizes struggling to open the twin doors; helpless as they are, the symbiote dashes towards them.

"Hurry up Flash," Iron Patriot bounces on his toes as he spots the red and black symbiote.

Agent Venom was using his symbiote's tendrils to pick the lock but starts to panic. "I can't do it," Agent Venom relieving his contained stress, raising his hands in defeat.

"Move," Iron Patriot pushes the black symbiote with his free right hand then using his repulsor blast, he opens the doors. The duo hits the streets, people shocked to see two oddly dressed heroes and one carrying a redheaded girl; Agent Venom climbs on Iron Patriot's back. Harry hands him M.J. then blasts off towards the academy not knowing that they were leading Carnage straight to the place Hydra wants.

Carnage sets his sight on the flying robot, follow him and fulfill your master's wish. Then shrieks his claws extending, scaring off the frighten citizens with his scary appeal.

An instinct sparks in him; Carnage looks down at his right hand then flexes his middle and ring finger, pushing down on his black palm. Carnage squeals in surprise as a white line materializes from his wrist then it pathetically falls on the road. Hissing, the symbiote around his wrist spits out the web shooter the ripples; doing the same action and white line mixed with red and black strands erupted attaching to the railway overhead. Carnage tugs on it experimentally to see it was stable, using his super strength he launches himself in the air. Then he starts to decline; Carnage's symbiote repeats the process, taking out the machine on his left wrist and fires another multi-colored web. The line cleaves on a building, Carnage tugs on the line to see himself back into the air; sending another line.

One.

Two.

Three.

Another.

Swing.

Launch.

He repeats in his head.

As he reaches at the highest point of his flight, Carnage spots a glimmer of metal zooming across the Big Apple and beyond that, in his direction, was a cylinder-like building. The building has multiple windows, extends out in the sea, and a pile of sand on the west part. _'Found it',_ Carnage grins slyly finding the target.

* * *

Iron Patriot lands on the entry platform; Agent Venom hops down and takes off towards the doors, pressing his hand as the symbiote exposes his skin.

"Come on," Agent Venom waves his hand over as the doors open with him dashing in it.

Iron Patriot glides behind him. following the symbiote hero through many corridors then stops in front of an entrance. The door slides open revealing the Ultimates, the New Warriors, and the Web Warriors in some sort of lockdown as the city was attacked by the symbiote. Each one look up to see Agent Venom, Iron Patriot holding-only the Ultimates know- M.J. while the others just see her as a teen girl.

"What happened here," a voice echoes through the room as the one-eyed leader of Shield walks towards the teens.

"MaryJaneWatsonherewasattachedtoaCarnagesymbiotenamedtheCarnageQueen. AndwefoundoutitwasHydrawhowasbehinditthen-," Agent Venom rushes through it, but was caught off as Fury as he holds up his hand.

"Where's Spider-Man," asking for the missing arachnid.

A high shrill echoes through the building followed by many agents shouting, howling, and grunting; many gun shots, punches being landed, bodies being slammed into the walls and floor, and on each comm many agents are calling for backup in a frantic tone. "Hello, what's going on," Fury asks into the communicator on his wrist.

"Something's attacking...heading...towards..your location," the comm buzzes but stops as a shriek echoes in the background. A body sails through the air across the hallway as they saw. More agents back off shooting at something; then black and red tendrils grab multiple dwindling the numbers.

"Ready yourselves," Fury grabs a blaster from his belt aiming at the entrance.

The teens follow; White Tiger sheathes her claws, Iron Fist readies his fists, Powerman raising his fists, Nova floating his hands charging up, Triton readies his whip, Squirrel Girl's tail bristling, Dagger summoning a light dagger, Cloak by her side, Kazar raising his spear, Zabu growling, Iron Spider floating alongside Nova, Kid Arachnid's palms sparking with Venom Blast, Agent Venom readying his symbiote knowing what's coming, and Iron Patriot in the back holding M.J.

The last agent was slammed against the ceiling then dropped with a pained grunt. Out of the side appears a red and black figure covered in a symbiote, a sharp toothy smile, the long pink tongue swaying, claws extending, a small three-pointed crown, and the eyes were a vibrant yellow. The Ultimates gasp recognizing the goop, Agent Venom and Iron Patriot tensing from the earlier experience.

"Is that Carnage," White Tiger shocked at the symbiote.

"Yes but he got an upgrade," Nova challenges.

"Yes, you could say that," Crossbones walks up to the left side of Carnage with Morbius on the other.

"Crossbones," Nick Fury hisses.

"Fury nice to see you again," Crossbones replies adding a false tone of sweetness.

"Get out or else," Nova challenges, floating a bit closer.

"Or hurt your beloved hero," Crossbones takes a step forward, nodding at Morbius. With a sly grin, Morbius presses a button on a wrist remote. The red and black symbiote ripple, catching the attention of the heroes, revealing a familiar mask of wide, white bug-eyes, the red color, and the web pattern.

"Spidey?!"

"Webs?!"

"Spider-Man?!"

"What did you do!"

Many voices cry out to their teammate/leader/friend.

"He can't hear you, he belongs to Hydra," Morbius exclaims setting a hand on the shoulder as the symbiote covers the head.

"Let him go," Iron Spider raises his repulsors, setting to fire.

"Not a chance," Crossbones shakes his head slightly, "Do it."

Carnage shrieks the claws growing longer, and lunges at the teens.

* * *

 **There hope you guys liked it because I did!**

 **-Tahitiseabreeze**


	4. Chapter 4

**OMG, I can't believe so many people like this story! Thank you guys sooo much, especially OfficialUSMWriter. Hope you guys enjoy this new chapter.**

 **OfficialUSMWriter: Thank you, I'm glad you enjoy the story. I have to live up to your amazing writing abilities.**

 **Leska: Haha, enjoy this chapter my fellow Carnage fan.**

 **xilestyles627: Enjoying the story I see, thank you for the comment.**

 **martatkaczyk920: The wait is over here's the new chapter, enjoy! ;-p**

 **Leo-TheHunter: Omg, your comment drove me on to add more words and detail, here's your award "Comment of Chapter 3!"**

 **AnimalsAtHeart: Sorry but I love to leave my readers at the edge of their seats. Did it work on you?**

 **Travian ross: Your question will be answered in this chapter, but you will have to wait for Carnage Queen.**

 **Ciao.**

* * *

 _ **Previously...**_

 _"Or hurt your beloved hero," Crossbones takes a step forward, nodding at Morbius. With a sly grin, Morbius presses a button on a wrist remote. The red and black symbiote ripple, catching the attention of the heroes, revealing a familiar mask of wide, white bug-eyes, the red color, and the web pattern._

 _"Spidey?!"_

 _"Webs?!"_

 _"Spider-Man?!"_

 _"What did you do!"_

 _Many voices cry out to their teammate/leader/friend._

 _"He can't hear you, he belongs to Hydra," Morbius exclaims setting a hand on the shoulder as the symbiote covers the head._

 _"Let him go," Iron Spider raises his repulsors, setting to fire._

 _"Not a chance," Crossbones shakes his head slightly, "Do it."_

 _Carnage shrieks the claws growing longer, and lunges at the teens._

* * *

Carnage harnesses many of his black sharp tendrils on his back to hurl towards the momentarily shocked/paralyzed teen heroes and the one-eyed man.

Each of the teenage heroes went into different ways of dealing with the assaulting attack; Squirrel Girl took a daring leap and back flipped out of range, Ka-zar and Zabu followed Squirrel Girl's lead, Kid Arachnid springs to a far wall, White Tiger unsheathes her claws and takes hearty swipes keeping the tendrils from reaching her, Iron Fist's fist glows brightly in its yellow aura then he slams it into a black tendril, Nova clamps his hands together and sends a blue stream of energy literally barbequing the tendril and it dries up, Cloak engulfs Triton and Dagger teleporting at the entrance and behind Carnage.

But some weren't lucky Power Man tries to punch the tendril away but his hand was covered in the red and black goop, Agent Venom thrusts his own tendrils but only to be caught in the sticky substance, and at least five tendrils wrap around Iron Spider, two on each leg and arm then one around his chest. Carnage angrily screeches, then pulls back very forcefully causing the three captured heroes to skid forward but Power Man slams his heels into the ground, creating some dents stopping Carnage in his tracks.

"Do something Morbius," Crossbones hisses at the mutated scientist. "I have some work to do and I don't want the heroes or Fury to be in my way." The Hydra leader turns around and walks down the hallway as Hydra soldiers follow pursuit as they head to the mainframe of SHIELD Academy.

Morbius jabs his finger on a triangle shaped button, harsh electricity courses through the symbiote causing Carnage to close his left eye and wince in pain. The symbiote heaves the teens to the distance of about five feet apart. "Ow!" Power Man exclaims in disbelief as Carnage's tendril shoots out black, thorn-like spikes then one spike punctures Power Man's palm. The male teen gives his hand a pull breaking free, then he glances down to see a red line crossing horizontally across his palm, much like Agent Venom's.

A tendril on Iron Spider's arm sneaks in through on the cracks of the suit.

"Hey stop that," Amadeus protests through his helmet. Then like a needle, one of the tendril's spikes prick his palm leaving yet another weird red line.

Nick Fury rolls to the left and landing with his left knee on the ground and his right foot supporting him, he yanks out his blaster gun from his holster and aims directly as Carnage's abdomen. Reluctantly Fury pulls the trigger as a beam of energy hits the symbiote causing it to cry out in pain and retreats his tendrils and wrap his arms protectively around the steaming hole in the goop, then he directs his attention to the SHIELD director giving a low hiss and unsheathing his long black rushes forward aiming his claws to slice the throat, an instant kill, but something inside the Carnage makes him pause as his yellow eyes meets Fury's eye. For a split second Carnage halts his attacker's he gazes at his mentor.

White Tiger took this chance as she takes a leap and extends her right foot, slamming her heel at the side of his face sending him right at Morbius' feet. "Get up you miserable creature," he grumbles then presses a series of buttons, Carnage shrieks in pain as yellow electricity sparks lively throughout his body. All the teens wince as they heard a hint of Spider-Man's scream in the shriek. The symbiotie staggers up on his feet slightly wincing as some curls of faint gray smoke emerge from his body.

Then an idea pops into Iron Spider's head, "Grab the remote!" Each of heroes gave a firm nod and start to charge towards the Hydra scientist.

"Protect me my creation," Morbius orders as he faces the horde of determined heroes.

A black and red blur whisk in front of Morbius causing the teens to skid into a stop, the symbiote around Carnage's head retreats into the shoulders revealing their beloved leader. "G-g-guys is that you?" a groggy Spider-Man says as he spots his friends in front of him each in a attacking manner.

"Webhead is that you?" Nova hesitantly takes a step forward but it was a huge mistake.

Carnage raises his arms and wraps the 'Human Rocket' in a black and red cocoon on the floor, the teen squirms in the cocoon giving off muffled cries. The teens gap as the symbiote shrouds back around Spider-Man's head, Carnage gives a maniac-like grin with his long tongue swaying.

"First we must take out Carnage," White Tiger orders, the rest of the teens reply in agreement. At the back of Carnage's head, a strong punch sends him hurling forward skidding towards a wall the collides with his breaking his fall. Carnage lays on his stomach as his back aches then a black and red foot comes into his view, the symbiotic looks up to see Kid Arachnid lowering his hand as it sparks with red venom ready to shock him.

"Sorry about this Spidey," Kid Arachnid declines his hand and about 1 inch from making contact, the symbiotie grasps harshly the young hero's wrist who gasps in surprise.

Using his super strength, Carnage raises Kid Arachnid above from the ground then using his left hand he clasps Kid Arachnid's throat causing some wheezing gasps. Miles eyes widen underneath his mask as Carnage's right hand pulls back then around his lower arm and hand the red and black rippled in one wave, the goop transformed into an arm-length sword with a red blade and a black curved handle. He raised the sword above his head, Kid Arachnid shut his eyes tensing his body waiting for the impact of the blade to slice through him but it never came. Agent Venom was grasping Carnage's lower forearm while Dagger summoned a white dagger and clashed against the red blade above her head.

"Now Zabu," Dagger called out for the enormous cat as her arms started to shake from the strength of Carnage is putting against her and Agent Venom. Another loud ringing erupts in Carnage's head as it tells him to shift to the right; the symbiote obeyed to this strange force he senses. A rush of yellow-orange and striped fur zipped pass and crashes into Agent Venom, Dagger, and Kid Arachnid who squirmed out of his grasp. Carnage hisses then a large banging hits his head, he jumps up and lands on the ceiling as a missile passes from hitting him. Carnage looks at the direction to see Iron Spider hovering and was lifting his right hand that released the missile; Carnage jumps in the air and executed a perfect, fluid flip then before he landed, he sent out a web line to the teen genius. The sticky web attached to the gold spider on his chest and with a powerful pull Carnage sends Iron Spider to slam into a wall with his suit sparking from the powerful hit.

"Urgh, guys my suit is malfunctioning. I need to reboot," Iron Spider exclaims as he collapses onto his knees with his gold and red suit shutting off. Carnage turns towards the disabled hero with a malicious smile and his white, razor-ship teeth gleaming in the light.

A hard body catches Carnage off guard as he is sent flying across the room; he punches his claws into the metallic floor, stopping him from colliding with a wall. Carnage looks up to see Triton raising his fists as he was the culprit that hit Carnage.

"Come on you useless thing, stand up and fight," Morbius angrily shouts, he presses a button on his wrist remote which sends another agonizing shock to course throughout Carnage's body. The symbiote sends out a raw, distressing cry as his body recoils in pain from the shock. All of the teen heroes and Nick Fury wince from the pained cry; each one wants to help their comrade from the pain.

Agent Venom growled underneath his breath, as he sees this Hydra scientist is controlling one of his best friends and punishing him with no consent for Spidey's wellbeing. "Leave him alone," Agent Venom summons his shoulder missiles, aiming at the mutated Hydra scientist with his eyes narrowed; glaring intensely.

"You really don't understand, do you?" Morbius grins gleefully. "Spider-Man is a weapon, a weapon that Oscorp hoped they could create, but Spider-Man here was a complete accident. And I must say, a good accident."

"How do you-" Kid Arachnid asks, dumbfounded of how Morbius knows.

"Well ask your symbiote and two human friends over there. They saw what I have: all of SHIELD's files, though it may take some time to decrypt all of it. But that doesn't matter, I now know of Spider-Man's origins."

"How do you get your hands on it?" Fury growls under his breath, his eye narrowing in suspicion. "Wait? Everyone, we need to split up: some take these civilians to safety and help anybody they can, another group guard the mainframe, and some stay here with me to contain Spider-Man." Fury turns around and lays pressing coverfire onto Carnage, who was getting beating down from the raining lasers.

White Tiger turns to the other teens, "Alright: Cloak, Dagger, Squirrel Girl, and Iron Patrioteer, take Mary Jane to safety and help with evacuation; Power Man, Iron Spider, Triton, and Agent Venom go after Crossbones and protect the mainframe; finally, Iron Fist, Kid Arachnid, Nova, and I will stay here with Fury. Got it?"

The superteens nod in response and each separate: Evacuation team sprints past Morbius and disappear from sight as they run through the hallways with Iron Patrioteer carrying the unconscious MJ, Protection team exits the same door but head towards the opposite direction towards their destination, while the final team stand their ground ready to face their corrupted leader.

"We cannot let Spidey escape." White Tiger gives a steely glare at the symbiote and the Hydra scientist.

"Aw such devotion to your leader, but that devotion will be your downfall. Attack!" Morbius orders. The symbiote responds smoothly with the claws on each finger grew more and somehow has a more sharper look.

There was an utter silence as hero and villain stood their ground, eyeing each other, waiting for which one to strike first.

Carnage makes the first move.

"Scatter!" White Tiger gives the simple, yet effective order.

Each hero took a dodge and spread themselves around Carnage, enclosing him in a well-practiced circle. Carnage glances at the five figures who were aiming right at him, overwhelming him with the numbers. Then all of a sudden, something sparked into the symbiote; his black back bump starts to squirm and ejects three different black and red globs as big as cat but all curled up.

"Ewwww, what is that?" Nova pokes one of the globs that landed in front of him.

Due to the sudden contact, the glob squirms and starts to take form as it tripled in size: four legs sprout from the bottom with long midnight black claws, a lean but muscular-packed body, a long swishy red and black tail as drops of goo drip down, a wolf-like face emerges with a pointed snout, sharp triangular ears, and the signature Carnage eyes appear. Nova eyes widen in front of him as the wolf opens its white eyes and narrowed them in a predatory glare. A deep growl manifest from its throat as the ears lay back, and as the lips curl, inside the mouth, were dagger-like fangs ready to plunge into something.

The second glop that landed in front of Iron Fist was bit smaller until it started to take form. It grew a bit bigger until the back extended as it grew longer and longer until it was roughly 20 feet long. Black became the main color until intricate red markings decorate the body, twining above and below the figure, then a slick, triangular-like head appears. It was a snake. The snake opens its beady black eyes, focusing on its opponent in front of it, then a giant flap of skin appears behind the head and expands into a hood. It gives a call, a mixture of hiss and screech, with its inch long, ivory fangs bare out. Iron Fist takes a few steps back and raises his fists with the golden energy glistening.

The third goop that landed in front of Nick Fury started to thrash around as if it was choosing its form. After a few seconds, the glob started to quadruple in size, reaching an abnormal height of 5 feet. Big paws and four, muscular legs start to appear, then a muscle-packed, yet sleek body comes next, and a 40 in tail comes in with a bit of hair at the end. Next up, a giant cat-like head appears with black teeth, and finally to finish the transformation, an impressive mane of black with white and red streaks appear in a flourish. The male lion had a blood-red body with black legs and hints of black wrap around the body like veins, and the signature eyes appear to stare right through the Director SHIELD. Fury shudders underneath the deadly glare of the giant, feline symbiote.

Carnage gives a solid grunt, clearly an order, and the symbiote animals pad or slither over to their creator. The cobra coils on the left side of Carnage, the wolf lowers into a stalking position, keeping its body low to the ground, on Carnage's right side, and the enormous male lion pads behind Carnage, covering his back, with a protective aura. "Now isn't this a surprise, never knew he was capable of this," Morbius gives a sadistic grin. Carnage gives the usual high-pitched shrill and the symbiotes charge forward towards their intended targets.

The wolf gallops at a high sprint towards Nova who flies off to one of the corners of the room.

The 20-foot long, deadly cobra slither at fast speed towards Iron Fist with its fangs out and filled with deadly poison.

The giant male lion gives an echoing roar, and in long strides, the giant symbiote crosses the room quite easily and takes a leap towards Fury.

Carnage summon two black tendrils and drive towards Kid Arachnid and White Tiger with no hesitation. Kid Arachnid leaps above the incoming tendrils and lands on the ceiling by how his mentor taught him. White Tiger takes a daring move of ducking underneath the tendrils. She unsheathes her claws, with a neutral expression, and digs them into the black appendages causing strong volts of pain causing Carnage to flinch and momentary pause. White Tiger tugs on the tendrils towards her dragging Carnage. Kid Arachnid comes from above and starts to web up the symbiote into the ground.

"Well that handles him, now about the others?" Kid Arachnid asks as they turn around to the left and ran towards Nova.

Currently the Human Rocket is sending blue energy blasts towards the wolf symbiote, which are having no effect as the symbiote keeps on dodging them. The wolf lowers into a crouch with its tail hanging low and sweeping side to side in anxiety. Then with its powerful haunches, the wolf tackles Nova out of the air then send them both tumbling onto the floor. As they stopped rolling, the wolf was above Nova with its jaws wide open. A flash of red and black slam into the wolf, freeing Nova from its deadly grip, and webs it up to the wall.

"Thanks," Nova says out of breath. "Your welcome, now go help Fury. We got the snake."

White Tiger pulls Nova up back on his feet, then the teen flies towards the back side of the room towards the Director.

"Let's go."

The duo sprint towards the right side of the room. Iron Fist jumped back and back flipped off of the wall as the cobra lunged for him. The 20-foot snake is reared high in the air, a little bit above 6 feet, and all coiled up with its hood expanded to its full 2 feet. The snake symbiote recoils then heads straight towards the Kung Fu master with unrivaled speed. Iron Fist leans to the side to see the head whizz past him, then his glowing fists he gives a powerful punch that sent the symbiote to hurl towards the wall. Iron Fist stands up straight with a slight grin, then he walks to the still symbiote who laid motionless on the floor. Iron Fist pauses halfway, then quick as a whip, the snake springs up with its fangs straight out. Suddenly a white substance shoots out from the fangs and straight towards Iron Fist's eyes.

"Aaaahhhh," Iron Fist shouts from the intense stinging pain within his eyes.

He rubs his eyes vigorously trying to get the poison out of his eyes. But no luck. The snake grins in amusement at his prey's frantic antics, it slowly slithered around the teen wrapping around him from starting the ground all the way up to his chest. Iron Fist struggles underneath the sheer power of the symbiote as it squeezes its prey. Kid Arachnid grabs the head of the symbiote and starts to tug on the serpent resulting it to uncoil from the superhero.

The monk falls to his knees, taking deep breathes free from the clutches of the symbiote.

"Iron Fist, you okay?" White Tiger pulls the Kung Fu master up to his feet and then peers curiously at the eye outlines of his mask.

"Somehow, some of the venom got into my eyes." Iron Fist wobbles up a bit.

"Stay back a bit until your vision returns." White Tiger sets him down on the farthest side of the room.

"Urgh, a l-little help here."

White Tiger turns around to see Kid Arachnid holding the cobra symbiote's mouth open by holding the upper and lower jaw wide open, being mindful of the deadly Tiger leaps into the air and tackles the symbiote off of the spider hero then sends a powerful kick causing the snake symbiote to crash into the wall. Some webs splattered across the entire symbiote, rendering it from further attacks.

"Three down, one to go," Kid Arachnid sends a web to the ceiling as he swung towards the last symbiote.

Fury ducks as a giant paw swipes past his head with giant red claws outstretched. Then the Director rolls to the side of the vulnerable lion and starts to send a barrage of laser fires. The symbiote gives a deep growl then, surprisingly, the symbiote ripples across the body and the entire body was covered in giant black thorn-like spikes. The lion convulse its body, and through muscle action, the spikes retract from the body and were sent flying through the entire room embedding themselves into the ceiling, floor, and every wall. Kid Arachnid dodges the incoming spikes as he twists out of their range then sent a web to the final symbiote's face, blinding it and distracting it as it's rubbing its face with its giant black paws.

"Now, hit it with everything you got," Fury orders the remaining heroes.

White Tiger gives a powerful uppercut, sending it into the air. Then Miles' hands start sparking with red, with a giant leap and his hand outstretched, he strikes the lion symbiote. With an enormous amount of power, the lion gives a defeated roar as it collapses to the ground going unconscious. "It's over Morbius, now hand over the remote," Nick Fury strides over to the Hydra scientist while aiming his gun at him in close range.

"I wouldn't count on that yet, if I were you," Morbius eyes trail on something behind them with a sadistic grin.

Four black tendrils wrap around Nicky Fury, White Tiger, Kid Arachnid, and Miles Morales then heaved them up in the air in a iron grip.

"What?" Iron Fist groans in confusion as his vision is recovering up a bit.

Each one looks down to see Carnage, with his blank eyes devoid of emotion, and walks a straight line towards Morbius. "You really are an amazing specimen. You have surprise me quite well, now let's finish this." Morbius concludes as he presses a button on his wrist remote. Carnage responds by throwing the heroes harshly across the room.

"Now come my ssservantsss," he raises his hand over his head in an overexpressing manner.

In the mainframe room, Power Man who was beside Triton on the far right of the room gives a scream of pain as he falls to the ground clutching his head tightly, he groan in agony as the red tendril on his palm pulse rapidly; it extends slowly covering the inside of the palm. This was followed by Iron Spider and Agent Venom who both plummet to the floor each one screaming in pain clutching either their head or palm.

"Power Man, Venom, Iron Spider! What's wrong?" Triton cautiously reaches for Power Man's trembling shoulder but then pauses as he sees a black and red goop wrapping around his left arm, spreading like growing vines.

Carnage clenches his outstretched hand into a fist then the volume of the bloodcurdling scream increases sending chills across the people in the room.

Power Man grasps Triton's hand and throws him to the wall creating a crater as the Inhuman Prince plops to the ground unconscious. He rises to his feet, the goop encloses his body, his colors and pattern exactly like Carnage's with his eyes outlined in black with white irises, and concealed by his sunglasses.

Iron Spider rises to his feet, his entire suit of armor and on the inside is cloaked in the symbiote. Agent Venom was quite fascinating, the two symbiotes lap around each other much like water, changing to red and black to black and white but holding the ever famous Carnage face. The remaining forces of Crossbones quickly move to the side as the symbiote teens barge through the room and sprint down the hallways, obeying their king's command.

Each one shoved each other in a crazed frenzy to reach for their leader. Then they reach upon their destination to see their leader waiting upon them as he was standing in front of a bat-like creature and staring straight at the fallen Carnage teens walk to the sides of Carnage with Morbius grinning like a madman.

A ripping sound breaks the tense silence of the room as the symbiote animals rip open from the webbing. The wolf and Agent Venom/Carnage takes thee right side, the cobra symbiote and Iron Spider/Carnage takes Carnage's left side, and Power Man/Carnage and the enormous lion symbiote take their position behind their king. Each one was tense, ready for their leader to give them a order so they can fulfill it. Then there was Carnage who too was also tense but ready to be forced to do an order.

"Now my creation attack them, no, KILL them!" Morbius commands as he points a white gnarled finger at the heroes.

Carnage gives a wild grin it sets its eyes on its prey and about to give the same order to his subjects. As he gazed upon the heroes, in the back of his head, something resisted the overwhelming demand. Faint memories flash, each one creating a sense of a strange feeling to the symbiote but they were strong. Something sparked within him.

 _"No."_

Defiance.

It came out in a faint tone, a whisper of the strong emotion, barely heard by the enhanced hearing of Morbius.

"What did you just say," Morbius raises in eyebrow as he barely picked up the single word.

"No." With a stronger tone, Carnage spins around facing his 'creator' with his head held up high and his yellow portion of his eyes are pure white sparking with defiance.

"You will obey me, I am your creator," Morbius hisses as he jabs a red diamond button sending an enormous portion of agonizing yellow electricity across Carnage's body, his eyes flicker back and forth to white or yellow.

"I'm not yoursss, **I..AM...CARNAGE!** " he bellows as his eyes became white and the small disk on his crown shatters into small pieces, far from repairing.

* * *

 **Yay, a new chapter! Hope you guys liked it, and sorry for the wait; I've been busy but now I can update my stories!**

 **Tahiti, OUT! (Dashes right out through the room)**

 **-Tahitiseabreeze**


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